Actions of the Board, Its Staff, and the Federal Reserve Banks; Applications and Reports Received

Federal Reserve Release

H.2

No. 44 Week Ending October 31, 1998

Board of Governors of the Federal Reserve System, Washington, DC 20551 H.2 Board Actions October 25, 1998 to October 31, 1998

Bank Holding Companies Charter One Financial, Inc., Cleveland, Ohio, and Charter-Michigan Bancorp, Inc. -- to acquire ALBANK Financial Corporation, Albany, New York, and ALBANK Commercial; to acquire the nonbanking subsidiaries of ALBANK Financial Corporation; and to retain some of Charter One's nonbanking subsidiaries. - Approved, October 28, 1998

Firstar Corporation, Milwaukee, Wisconsin -- to merge with Star Banc Corporation, Cincinnati, Ohio, and acquire Star Bank, N.A. - Approved, October 28, 1998

SunTrust Banks, Inc., Atlanta, Georgia -- to acquire Crestar Financial Corporation, Richmond, Virginia, and Crestar Bank, and to acquire the nonbanking subsidiaries of Crestar Financial Corporation. - Approved, October 28, 1998

U.S. Bancorp, Minneapolis, Minnesota -- to acquire Northwest Bancshares, Inc., Vancouver, Washington, and Northwest National Bank. - Approved, October 26, 1998 Regulations And Policies Basle Committee on Banking Supervision -- interpretation of the Basle framework for capital adequacy concerning instruments eligible for inclusion in Tier 1 capital. - Announced, October 27, 1998 Reserve Bank Services Net Settlement Services -- final action to enhance Federal Reserve net settlement services (Docket No. R-0974). - Approved, October 29, 1998

(AC) = Addition or Correction Board - Page 1 of 1 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

BS&R Banking Supervision and Regulation RBOPS Reserve Bank Operations and Payment C&CA Consumer and Community Affairs IF International Fiance FOMC Federal Open Market Committee OSDM Office of Staff Director for Management

Bank Branches, Domestic Chicago Comerica Bank, Detroit, Michigan -- to establish a branch at 5270 Eastern Avenue, S.E., Grand Rapids, Michigan. - Approved, October 28, 1998 Kansas City Eaton Bank, Eaton, Colorado -- to establish a branch at 3598 State Highway 119, Longmont, Colorado. - Approved, October 26, 1998 New York European American Bank, Uniondale, New York -- to establish a branch at Waldbaum's Supermarket, 5500 Sunrise Highway, Massapequa, New York. - Approved, October 26, 1998 Atlanta Fifth Third Bank of Florida, Naples, Florida -- to establish a branch at 5636 Tavilla Circle. - Approved, October 26, 1998 Richmond Metro-County Bank of Virginia, Inc., Mechanicsville, Virginia -- to establish a branch at 2801 Parham Road, Richmond, Virginia. - Approved, October 27, 1998 Bank Holding Companies Chicago Ambank Holdings, Inc., Davenport, Iowa -- to acquire American Bank and Trust Company. - Approved, October 29, 1998

(AC) = Addition or Correction Delegated - Page 1 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Bank Holding Companies St. Louis Area Bancshares Corporation, Owensboro, Kentucky -- to acquire through merger Peoples Bancorp of Winchester, Inc., Winchester, Kentucky, and Peoples Commercial Bank. - Approved, October 29, 1998 Chicago Arenzville Bancorp, Inc., Arenzville, Illinois -- to acquire First National Bank of Arenzville. - Approved, October 28, 1998 St. Louis Arvest Bank Group, Inc., Bentonville, Arkansas -- to acquire shares of TRH Bank Group, Inc., Norman, Oklahoma. - Approved, October 29, 1998 Atlanta CCB Bancshares, Inc., Hahira, Georgia -- to acquire The Remerton Agency, Inc., Remerton, Georgia, d/b/a Star Insurance Agency, and engage in general insurance activities in a town with a population of less than 5000. - Withdrawn, October 30, 1998 Chicago Community Bancshares Corp., Indianola, Iowa -- to acquire Fort Des Moines Community Bank, Des Moines, Iowa. - Approved, October 29, 1998 Atlanta Community National Bank Corporation, Venice, Florida -- to acquire Community Advisory Services, Inc.; Community Financial Centers, Inc.; and Community Investment Centers, Inc.; and engage in investment advisory, securities brokerage, and financial advisory services. - Approved, October 28, 1998 Secretary First Citizens Bancshares, Inc., Dyersburg, Tennessee -- to acquire First Volunteer Corporation, Union City, Tennessee, and First Volunteer Bank. - Approved, October 29, 1998

(AC) = Addition or Correction Delegated - Page 2 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Bank Holding Companies San Francisco First Coastal Bancshares, El Segundo, California, and California Community LLC, Los, Angeles, California -- waiver of application to acquire American Independent Bank, N.A., Gardena, California. - Granted, October 27, 1998 Chicago Grabill Bancorp, Grabill, Indiana -- to acquire Grabill Bank. - Approved, October 28, 1998 New York Greene County Bancorp, MHC, Catskill, New York, and Greene County Bancorp, Inc. -- to acquire Greene County Savings Bank. - Approved, October 29, 1998 Richmond Mid-Atlantic Community BankGroup, Inc., Gloucester, Virginia -- to merge with United Community Bankshares, Inc., Franklin, Virginia. - Approved, October 29, 1998 Boston Mutual Bancorp of the Berkshires, Inc., Pittsfield, Massachusetts -- to engage in certain trust activities through the acquisition of shares of Trust Company of the Berkshires, N.A. - Approved, October 26, 1998 New York Oneida Financial, MHC, Oneida, New York, and Oneida Financial Corp. -- to acquire Oneida Savings Bank. - Approved, October 29, 1998 Atlanta OSG Investments, Inc., Tallahassee, Florida -- to acquire Florida Citizens Bank, Ocala, Florida. - Approved, October 29, 1998

(AC) = Addition or Correction Delegated - Page 3 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Bank Holding Companies Secretary SouthTrust Corporation, Birmingham, Alabama -- to engage in underwriting and dealing in, to a limited extent, certain unrated municipal revenue bonds and private ownership industrial development bonds for certain government utility services through SouthTrust Securities, Inc.. - Approved, October 27, 1998 Atlanta Synovus Financial Corporation, Columbus, Georgia -- to acquire Georgia Bank & Trust Company, Calhoun, Georgia. - Approved, October 29, 1998 New York United Overseas Bank Limited, Singapore -- to engage through UOB Global Capital LLC, a Delaware Limited Liability Company, in performing activities of an agency or custodial nature that may be performed by a trust company and providing financial and investment advisory services. - Approved, October 22, 1998 (AC) New York Valley National Bancorp, Wayne, New Jersey -- to acquire shares of Vista Bancorp, Inc., Phillipsburg, New Jersey. - Approved, October 29, 1998 Bank Mergers Cleveland Citizens Banking Company, Salineville, Ohio -- to merge with Century National Bank & Trust Company, Rochester, Pennsylvania, and establish branches. - Approved, October 27, 1998 Secretary Security Bank, Ralls, Texas -- to merge with First State Bank, Petersburg, Texas, and establish a branch at the current site of First State Bank's main office. - Approved, October 26, 1998

(AC) = Addition or Correction Delegated - Page 4 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Banks, Nonmember, And Miscellaneous Institutions Director, BS&R Banque Nationale de Paris, New York Branch, New York, New York -- transfer agent registration. - Approved, October 27, 1998 Dallas Kraft America Credit Union, Garland, Texas -- deregistration under Regulation U. - Approved, October 27, 1998 Banks, State Member Atlanta Bank at Ormond-by-the-Sea, Ormond Beach, Florida -- waiver of commitment concerning certain investment securities. - Granted, October 23, 1998 (AC) Kansas City First United Bank, Neligh, Nebraska -- to declare a dividend. - Approved, October 28, 1998 St. Louis Peoples Bank and Trust Company of Lincoln County, Troy, Missouri -- to acquire certain assets and assume the liabilities of Winfield Banking Company, Winfield, Missouri, and retain its facility at 103 Pine Street as a full service branch. - Approved, October 28, 1998 Atlanta Republic Security Bank, West Palm Beach, Florida -- to acquire certain assets and assume certain liabilities of two branches of House Bank, F.S.B., Wood Dale, Illinois, located at 777 South Harbour Island Boulevard, Tampa, Florida, and 400 North Bumby Avenue, Orlando. - Approved, October 28, 1998

(AC) = Addition or Correction Delegated - Page 5 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Banks, State Member St. Louis Winfield Bank, Winfield, Missouri -- to purchase certain assets and assume the liabilities of the Kahoka, Palmyra, and Monroe City, Missouri, branches of Allegiant Bank, St. Louis; relocate Winfield Bank's main office to 249 N. Morgan Street, Kahoka; and retain the acquired facilities at 423 Elizabeth Avenue, Palmyra, and 8 Mark Twain Center, Monroe City, as full service branches. - Approved, October 28, 1998 Capital Stock Minneapolis Goose River Holding Company, Mayville, North Dakota -- redemption of shares. - Approved, October 29, 1998 Change In Bank Control St. Louis First Sandoval Bancorp, Inc., Sandoval, Illinois -- change in bank control. - Permitted, October 30, 1998 Kansas City InterBank, Inc., Sayre, Oklahoma -- change in bank control. - Permitted, October 28, 1998 Minneapolis Kelliher Bancshares, Inc., Kelliher, Minnesota -- change in bank control. - Permitted, October 26, 1998 Minneapolis Plainview Bancshares, Inc., Plainview, Minnesota -- change in bank control. - Permitted, October 27, 1998 Competitive Factors Reports Chicago AMCORE Bank, N.A., South Central, Monroe, Wisconsin -- report on competitive factors of the proposed merger with AMCORE Bank, Argyle, Argyle, Wisconsin, and AMCORE Bank, Mount Horeb, Mount Horeb, Wisconsin. - Submitted, October 27, 1998

(AC) = Addition or Correction Delegated - Page 6 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Competitive Factors Reports San Francisco American Commercial Bank, Ventura, California -- report on competitive factors of the proposed merger with Channel Islands Bank, Oxnard, California. - Submitted, October 28, 1998 Chicago Bank of Oakfield, Oakfield, Wisconsin -- report on competitive factors of the proposed merger with Oakfield Interim Bank. - Submitted, October 27, 1998 Richmond Bank of Rockbridge, Raphine, Virginia -- report on competitive factors of the proposed purchase of certain assets and assumption of the liabilities of the Buchanan, Virginia, branch of One Valley Bank-Central Virginia, National Association, Lynchburg, Virginia. - Submitted, October 29, 1998 Atlanta Citizens Bank, Vienna, Georgia -- report on competitive factors of the proposed merger with Empire Banking Company, Homerville, Georgia. - Submitted, October 27, 1998 New York Cohoes Savings Bank, Cohoes, New York -- report on competitive factors of the proposed merger with Schenectady Federal Savings Bank, Schenectady, New York. - Submitted, October 28, 1998 St. Louis Community First Bank of Kentucky, Warsaw, Kentucky -- report on competitive factors of the proposed merger with Bank of Crittenden, Crittenden, Kentucky. - Submitted, October 27, 1998 Secretary Compass Bank, Tucson, Arizona -- report on competitive factors of the proposed merger with Arizona Bank. - Submitted, October 26, 1998

(AC) = Addition or Correction Delegated - Page 7 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Competitive Factors Reports New York Dime Community Bancshares, Inc., Brooklyn, New York -- report on competitive factors of the proposed acquisition of Financial Bancorp, Inc., Long Island City, New York, and Financial Federal Savings Bank. - Submitted, October 27, 1998 Chicago First American Bank & Trust Co., Fort Atkinson, Wisconsin -- report on competitive factors of the proposed merger with Jefferson County Bank, Jefferson, Wisconsin. - Submitted, October 30, 1998 Chicago First Federal Savings Bank of LaCrosse-Madison, LaCrosse, Wisconsin -- report on competitive factors of the proposed acquisition of three branches of TCF National Bank Illinois, Burr Ridge, Illinois. - Submitted, October 27, 1998 Kansas City First National Bank, Goodland, Kansas -- report on competitive factors of the proposed merger with First National Bank, Quinter, Kansas. - Submitted, October 26, 1998 New York First Source Bancorp, Inc., Woodbridge, New Jersey -- report on competitive factors of the proposed acquisition of Pulse Bancorp, Inc., South River, New Jersey. - Submitted, October 27, 1998 Chicago First State Bank, Hawarden, Iowa -- report on competitive factors of the proposed purchase of certain assets and assumption of certain liabilities of the Hawarden branch of First Federal Savings Bank of Siouxland, Sioux City, Iowa. - Submitted, October 27, 1998

(AC) = Addition or Correction Delegated - Page 8 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Competitive Factors Reports Chicago Firstar Trust Company of Florida, National Association, West Palm Beach, Florida -- report on competitive factors of the proposed merger with Firstar Bank Florida, National Association, and the proposed merger of Firstar Bank Florida with Star Bank, National Association, Cincinnati, Ohio. - Submitted, October 29, 1998 Chicago Frontier Bank, Rock Rapids, Iowa -- report on competitive factors of the proposed merger with First Bank & Trust. - Submitted, October 30, 1998 Atlanta Georgia Bank & Trust, Calhoun, Georgia -- report on competitive factors of the proposed merger with Interim Synovus Corporation, Columbus, Georgia. - Submitted, October 28, 1998 Dallas Heritage Bank, Red Oak, Texas -- report on competitive factors of the proposed merger with Brazos Bank, N.A., Joshua, Texas. - Submitted, October 28, 1998 San Francisco Imperial Bank, Los Angeles, California -- report on competitive factors of the proposed merger with Imperial Bank Arizona, Phoenix, Arizona. - Submitted, October 28, 1998 Chicago MAF Bancorp, Inc., Clarendon Hills, Illinois -- report on competitive factors of the proposed acquisition of Westco Bancorp, Inc., Westchester, Illinois. - Submitted, October 27, 1998 Atlanta Marion Trust & Banking Company, Jasper, Tennessee -- report on competitive factors of the proposed merger with Volunteer Bank & Trust Company of Hamilton County, Chattanooga, Tennessee. - Submitted, October 28, 1998

(AC) = Addition or Correction Delegated - Page 9 of 12 H.2 Actions under delegated authority October 18, 1998 to October 24, 1998

Competitive Factors Reports St. Louis National Bank of Commerce of Mississippi, Starkville, Mississippi -- report on competitive factors of the proposed merger with National Bank of Commerce Tuscaloosa, Tuscaloosa, Alabama; National Bank of the South; and The First National Bank of West Point, West Point, Mississippi. - Submitted, October 23, 1998 (AC) San Francisco Norwest Bank Arizona, N.A., Phoenix, Arizona -- report on competitive factors of the proposed merger with Bank of Arizona, Scottsdale, Arizona. - Submitted, October 28, 1998 Secretary Old National Bank in Evansville, Evansville, Indiana -- report on competitive factors of the proposed merger with Security Bank & Trust Co., Mt. Carmel, Illinois, and Citizens National Bank, Tell City, Indiana. - Submitted, October 26, 1998 Chicago Republic Bank, Ann Arbor, Michigan -- report on competitive factors of the proposed merger with Republic Savings Bank, Pepper Pike, Ohio. - Submitted, October 27, 1998 Chicago Richland County Bank, Richland Center, Wisconsin -- report on competitive factors of the proposed merger with New Richland County Bank. - Submitted, October 27, 1998 Chicago Star Bank, National Association, Cincinnati, Ohio -- report on competitive factors of the proposed merger with Firstar Bank Milwaukee, National Association, Milwaukee, Wisconsin; Firstar Bank Wisconsin, Madison; Firstar Bank Wausau, National Association, Wausau; Firstar Bank Iowa, National Association, Des Moines, Iowa; Firstar Bank Burlington, National Association, Burlington; Firstar Bank of Minnesota, National Association, St. Paul, Minnesota; Firstar Bank Illinois, Chicago, Illinois; and Firstar Bank Florida, National Association, West Palm Beach, Florida. - Submitted, October 29, 1998

(AC) = Addition or Correction Delegated - Page 10 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Competitive Factors Reports Chicago Success National Bank, Lincolnshire, Illinois -- report on competitive factors of the proposed merger with Realty Finance, Inc., Hilo, Hawaii. - Submitted, October 27, 1998 San Francisco Sun City Bank, Sun City, Arizona -- report on competitive factors of the proposed merger with Imperial Bank Arizona, Phoenix, Arizona. - Submitted, October 28, 1998 Kansas City Vectra Bank Colorado, N.A., Denver, Colorado -- report on competitive factors of the proposed merger with Citizens Bank, Westminster, Colorado. - Submitted, October 26, 1998 Extensions Of Time Atlanta Capitol City Bancshares, Inc., Atlanta, Georgia -- extension to January 31, 1999, to acquire Capitol City Bank and Trust. - Granted, October 28, 1998 Richmond Carrollton Bancorp, Baltimore, Maryland -- extension to January 31, 1999, to acquire shares of Patapsco Valley Bancshares, Inc., Ellicott City, Maryland. - Granted, October 29, 1998 Chicago Old Kent Bank, Grand Rapids, Michigan -- extension to January 31, 1999, to merge with First National Bank of Evergreen Park, Evergreen Park, Illinois, and establish eight branches. - Granted, October 26, 1998 San Francisco Security Bank Holding Company, Coos Bay, Oregon, Security Bank Holding Company ESOP -- extension to January 3, 1999, to acquire shares of McKenzie State Bank, Springfield, Oregon. - Granted, October 15, 1998 (AC)

(AC) = Addition or Correction Delegated - Page 11 of 12 H.2 Actions under delegated authority October 25, 1998 to October 31, 1998

Extensions Of Time Atlanta Unity Holdings, Inc., Cartersville, Georgia -- extension to January 29, 1999, to acquire Unity National Bank. - Granted, October 27, 1998 Membership Chicago F&M Bank-Darlington, Darlington, Wisconsin -- to become a member of the Federal Reserve System. - Approved, October 28, 1998

(AC) = Addition or Correction Delegated - Page 12 of 12 District 1 Federal Reserve Bank of Boston Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period None

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period None

Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period None

Section IV – Applications not subject to Federal Register or newspaper notice Type Application None Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk None

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 2 Federal Reserve Bank of New York Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period 18(c)/Branch Marine Midland Bank, Buffalo, New York, to merge with First Newspaper – 11/29/1998 Commercial Bank, Philadelphia, Pennsylvania, and incident thereto, establish additional branches.* * Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period None

Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period 4(c)(8) Deutsche Bank AG, Frankfurt (Main), Federal Republic of Fed Reg – 11/16/1998 Germany, to acquire and retain direct or indirect ownership, control and power to vote up to 100 percent of the voting shares of Boullioun Aviation Services, Inc., Bellevue, Washington. 4(c)(8) HSBC Holdings plc, London, England, HSBC Finance Fed Reg – 11/17/1998 (Netherlands) Limited, London, England, HSBC Holdings BV, Amsterdam, Netherlands, and Hong Kong Bank of Canada, Vancouver, Canada (“HKBC”), through HKBC’s indirect subsidiary, James Capel Canada Holdings Inc., Toronto, Canada, to acquire Gordon Capital Corporation (“GCC”), a registered Canadian broker-dealer, and indirectly, all of the outstanding shares of GCC’s U.S. subsidiaries and to engage in agency brokerage and private placement activities. Section IV – Applications not subject to Federal Register or newspaper notice Type Application None

Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk None

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 3 Federal Reserve Bank of Philadelphia Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period Branch Summit Bank, Bethlehem, PA, to establish two branch offices at Newspaper 11/12/1998 Pathmark Supermarkets, located at 420 Mc Dade Boulevard, Folsom, Delaware County, PA and 50 Lawrence Road, Broomall, Delaware County, PA

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period 3(a)(3) & 3(a)(5) ACNB Corporation, Gettysburg, PA to acquire Farmers National Newspaper: N/Avail Bancorp, Inc., Newville, PA, and its subsidiary Farmers Fed Reg: 11/27/1998 National Bank of Newville, Newville, PA

Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period None

Section IV – Applications not subject to Federal Register or newspaper notice Type Application None Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk None

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 4 Federal Reserve Bank of Cleveland Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period Branch Notification by The Killbuck Savings Bank Company, Killbuck, 11/12/1998 OH received 10/26/1998 to establish a branch on West Main Street near the intersection of Route 39, Sugarcreek, OH.

Branch Notification from Fifth Third Bank, Cincinnati, OH received 11/12/1998 10/27/1998 to establish a branch at 1235 Columbus Avenue, Lebanon, OH.

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period None

Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period None

Section IV – Applications not subject to Federal Register or newspaper notice Type Application None Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk 820310 Community First Bank and Trust, 8/3/1998 10/27/1998 S X Celina, Ohio 225 North Main Street, Post Office Box 170, Celina, OH 45822-0170

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 5 Federal Reserve Bank of Richmond Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period Branch F & M Bank-Northern Virginia, Fairfax, Virginia, to establish 11/07/1998 a branch at 4661 Sudley Road, Catharpin, Virginia.* Branch F & M Bank-Northern Virginia, Fairfax, Virginia, to establish 11/07/1998 a branch at 13927 Jefferson Davis Highway, Woodbridge, Virginia.* *Subject to the provisions of the Community Reinvestment Act.

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period 3(a)(3) Anchor Financial Corporation, Myrtle Beach, South Carolina, Fed Reg – 11/20/1998 to merge with Bailey Financial Corporation, Clinton, South Newspaper – 11/19/1998 Carolina.* 3(a)(1) Capital Bank Corporation, Raleigh, North Carolina, to become Fed Reg – 11/20/1998 a bank holding company through the acquisitions of Capital Newspaper – 11/23/1998 Bank, Raleigh, North Carolina, and Home Savings Bank of Siler City, Inc., SSB, Siler City, North Carolina.* *Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period None Section IV – Applications not subject to Federal Register or newspaper notice Type Application Member First Capital Bank, Ashland, Virginia, for membership in the Federal Reserve System. S/R F & M Bank-West Virginia, Inc., Ranson, West Virginia, to reduce its capital stock.

Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk 451424 State Bank of Remington, (Incorporated) 08/17/1998 10/31/1998 O X 100 John Stone Remington, Virginia 22734

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 6 Federal Reserve Bank of Atlanta Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period Branch AmSouth Bank, Birmingham, Alabama, to establish a branch 11/27/1998* located at 4094 West Lake Mary Boulevard, Lake Mary, Florida. Branch AmSouth Bank, Birmingham, Alabama, to establish a branch 11/27/1998* located at 945 East Semoran Boulevard, Casselberry, Florida. Branch AmSouth Bank, Birmingham, Alabama, to establish a branch 11/27/1998* located at 7142 West Colonial Drive, Orlando, Florida. Branch Colonial Bank, Montgomery, Alabama, to establish a branch 11/16/1998* located at 2000 Ponce De Leon Boulevard, Coral Gables, Florida. *Subject to provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period 3(a)(1) SUM Financial Corporation, Pearson, Georgia, to become a Fed Reg - 11/27/1998* bank holding company by acquiring The Citizens Exchange Bank, Pearson, Georgia. 3(a)(1) Red River Bancshares, Inc., Alexandria, Louisiana, to become a Fed Reg – 11/16/1998* bank holding company by acquiring Red River Bank, Alexandria, Louisiana (in organization). *Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period None Section IV – Applications not subject to Federal Register or newspaper notice Type Application 3(a)(1) Gateway American Bancshares, Inc., Fort Lauderdale, Florida, to become a bank holding company by acquiring Gateway American Bank of Florida, Fort Lauderdale, Florida. Membership Red River Bank, Alexandria, Louisiana (in organization), to become a member of the Federal Reserve System.

Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk 774730 Admiralty Bank 07/06/1998 10/26/1998 S X 4400 PGA Boulevard Suite 200 Palm Beach Gardens, FL 33410 (561) 624-4100

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 7 Federal Reserve Bank of Chicago Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period Branch M&I Marshall & Ilsley Bank Newspaper – 10/31/1998 Milwaukee, Wisconsin 15350 W. Howard Avenue New Berlin, Wisconsin Branch Comerica Bank Newspaper – 11/04/1998 Detroit, Michigan 4888 Adams Road Oakland Township, Michigan 4980 Adams Road Oakland Township, Michigan

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period CIC Brunsville Bancorporation, Inc. Fed Reg – 10/27/1998 Brunsville, Iowa Newspaper – 10/29/1998 By Steven J. Harms, Richard H. Harms, Beth Ann Rollinger and Carol M. Schmitz CIC Merrill Bancorporation, Inc. Fed Reg – 10/27/1998 Merrill, Iowa Newspaper – 10/29/1998 By Steven J. Harms, Richard H. Harms, Beth Ann Rollinger and Carol M. Schmitz CIC Arneson Bancshares, Inc. Fed Reg – 11/06/1998 Clear Lake, Iowa Newspaper – 11/08/1998 By Robert C. Arneson and Amy J. Hewitt 3(a)(3) Great River Banshares Corporation* Fed Reg – 10/26/1998 Burlington, Iowa Newspaper – 10/31/1998 Central South Bancorporation, Inc. Indianola, Iowa Peoples Savings Bank (in organization) Indianola, Iowa Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period 3(a)(3) FBOP Corporation* Fed Reg – 11/20/1998 Oak Park, Illinois Newspaper – 11/20/1998 Pullman Group, Inc. Chicago, Illinois Pullman Bank and Trust Company Chicago, Illinois 4(c)(8) FBOP Corporation Fed Reg – 11/20/1998 Oak Park, Illinois Newspaper – 11/20/1998 Calumet Bancorp, Inc. Dolton, Illinois Calumet Federal Savings and Loan Association of Chicago Chicago, Illinois 3(a)(5) Associated Banc-Corp.* Fed Reg – 11/30/1998 Green Bay, Wisconsin Newspaper – N/Avail Windsor Bancshares, Inc. Minneapolis, Minnesota Bank of Windsor Minneapolis, Minnesota 3(a)(1) Northpointe Bancshares, Inc.* Fed Reg – 11/16/1998 Grand Rapids, Michigan Newspaper – N/Avail Northpointe Bank (in organization) Grand Rapids, Michigan 3(a)(1) P&C Investments, Inc.* Fed Reg – N/Avail Muscatine, Iowa Newspaper – N/Avail Peoples National Corporation Columbus Junction, Iowa Community Bank Muscatine, Iowa * Subject to the provisions of the Community Reinvestment Act

Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk 71242 Ossian State Bank 7/24/98 10/29/98 NI X 106 E. Main St. P.O. Box 198 Ossian, IA 52161 (319) 532-9375

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 8 Federal Reserve Bank of St. Louis Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period None

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period 3(a)(3) *Notice by Warren County Bancshares, Inc., Warrenton, Newspaper – 11/30/1998 Missouri, to acquire Central Missouri Bancshares, Inc., Sedalia, Fed Reg – 11/27/1998 Missouri. 3(a)(3) *Notice by Lincoln County Bancorp, Inc., Troy, Missouri, to Newspaper – 12/4/1998 acquire Exchange Bank of Missouri, Fayette, Missouri. Fed Reg – 11/27/1998 3(a)(3) *Notice by Union Planters Corporation, Memphis, Tennessee, to Newspaper – 11/6/1998 indirectly acquire FSB, Inc., Covington, Tennessee. Fed Reg – N/Avail 3(a)(5) *Companion notice by Union Planters Holding Corporation, Newspaper – 11/6/1998 Memphis, Tennessee, a wholly owned subsidiary of Union Fed Reg – N/Avail Planters Corporation, Memphis, Tennessee, to acquire, through merger, FSB, Inc., Covington, Tennessee. * Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period None Section IV – Applications not subject to Federal Register or newspaper notice Type Application 4(j)(5)(B) Notice by Enterbank Holdings, Inc., Clayton, Missouri, to N/Avail acquire an 8 percent ownership interest in Argent Capital Management, LLC, Clayton, Missouri, and thereby indirectly engage in financial and investment advisory activities, pursuant to Section 225.28(b)(6) of Regulation Y.

Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk None

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 9 Federal Reserve Bank of Minneapolis Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period None

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period 3(a)(3) First National Bank At St. James Employee Stock Ownership Fed Reg – 11/27/1998 Plan, St. James, Minnesota, for prior approval to increase its ownership to 39.9% of the voting shares of First National Agency At St. James, Inc., St. James, Minnesota.* 3(a)(3) Marquette Bancshares, Inc., Minneapolis, Minnesota, for prior Fed Reg – 11/16/1998 approval to acquire 100% of the voting shares of C.A.S. Corporation, Minneapolis, Minnesota.* 3(a)(3) Marquette Bancshares, Inc., Minneapolis, Minnesota, for prior Fed Reg – 11/16/1998 approval to acquire 100% of the voting shares of The Farmers and Mechanics Bank, Galesburg, Illinois.* 3(a)(5) Marquette Bancshares, Inc., Minneapolis, Minnesota, for prior Fed Reg – 11/16/1998 approval to merge with Oelwein Bancorporation, Minneapolis, Minnesota.* 3(a)(5) Marquette Bancshares, Inc., Minneapolis, Minnesota, for prior Fed Reg – 11/16/1998 approval to merge with Wisconsin Financial Bancorporation, Inc., Minneapolis, Minnesota.* CIC Michael Finbraaten, Curtis Sheely, and Connie Hoff, acting in Fed Reg – 11/17/1998 concert, to acquire control of Adams Bancshares, Inc., Adams, Minnesota. * Subject to the provisions of the Community Reinvestment Act Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period None

Section IV – Applications not subject to Federal Register or newspaper notice Type Application None

Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk None

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 10 Federal Reserve Bank of Kansas City Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period None

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period CIC L. Clark Caley Estate, Clarks, Nebraska, and Chris S. Caley, Newspaper - 11/27/1998 Personal Representative, Grand Island, Nebraska, to acquire Fed Reg – 11/18/1998 voting shares of Clark Bancshares, Inc., Clarks, Nebraska; and thereby indirectly acquire the Bank of Clarks, Clarks, Nebraska; Tereco, Inc., and First State Bank, both of Silver Creek, Nebraska. 3(a)(3) Chickasha Bancshares, Inc., Chickasha, Oklahoma, to acquire Newspaper – 11/18/1998 100 percent of the voting shares of Cement Insurance Agency, Fed Reg – 11/27/1998 Inc., Cement, Oklahoma; and thereby indirectly acquire Cement Bank, Cement, Oklahoma.

Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period 4(c)(8) Chickasha Bancshares, Inc., Chickasha, Oklahoma, to acquire Fed Reg – 11/27/1998 100 percent of the voting shares of Cement Insurance Agency, Inc., Cement, Oklahoma, and thereby engage in general insurance activities in a town of less than 5,000, pursuant to 225.28(b)(11)(iii) of Regulation Y. Section IV – Applications not subject to Federal Register or newspaper notice Type Application None

Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk None

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 11 Federal Reserve Bank of Dallas Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period Branch First Bank of Snook, Snook, TX, to establish a branch at 701 Newspaper – 11/06/1998 University Drive East, Suite 105, College Station, TX 77840* * Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period 3(a)(1) Nixon Bancshares, Inc., Nixon, TX, to acquire Fed Reg – 11/20/1998 Nixon Delaware Bancshares, Inc., Dover, DE, and Newspaper – 11/22/1998 Nixon State Bank, Nixon, TX* (Previously reported the week ending October 24, 1998) 3(a)(1) Nixon Delaware Bancshares, Inc., Dover, DE, to acquire Fed Reg – 11/20/1998 Nixon State Bank, Nixon, TX* Newspaper – 11/22/1998 (Previously reported the week ending October 24, 1998) CIC Harry Newlon, Artesia, NM, et al, to acquire an interest in Fed Reg – 11/17/1998 First Artesia Bancshares, Inc., Artesia, NM Newspaper – N/Avail 3(a)(3) Farmers Bancshares, Inc., Center, TX, to acquire Fed Reg – 11/27/1998 Carthage Bancshares, Inc., Carthage, TX, and Newspaper – 11/25/1997 First National Bank, Carthage, TX* 3(a)(3) Texas Country Bancshares, Inc., Brady, TX, and Fed Reg – 11/16/1998 TCB Delaware, Inc., Dover, DE, to acquire Newspaper – N/Avail Knox City Bancshares, Inc., Knox City, TX, and Citizens Bank, Knox City, TX* 3(a)(3) FVNB Corp., Victoria, TX, and Fed Reg – N/Avail FVNB Delaware Corp., Wilmington, DE, to acquire Newspaper – N/Avail CBOT Financial Corporation, New Waverly, TX, CBOT Financial Corporation of Delaware, Wilmington, DE, and Citizens Bank of Texas, N.A., New Waverly, TX* * Subject to the provisions of the Community Reinvestment Act Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period 4(c)(8) Central Louisiana Capital Corporation, Vidalia, LA, to acquire Fed Reg – 11/17/1998 Community Credit Centers, Inc., Natchez, MS, and thereby engage in consumer finance activities

Section IV – Applications not subject to Federal Register or newspaper notice Type Application None

Section V – Availability of CRA public evaluations

RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk None

Section VI – CRA examinations scheduled for Quarter of Institution Location None District 12 Federal Reserve Bank of San Francisco Applications and notifications filed during the week ending Saturday, October 31, 1998

Section I – Applications subject to newspaper notice only Ending date of Type Application comment period Branch Security Bank, Coos Bay, Oregon, to establish a branch office at Newspaper – 10/26/1998 4900 S.W. Grange Road, Roseburg, Oregon. * * Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Register notice Ending date of Type Application comment period 3(a)(3) Zions Bancorporation, Salt Lake City, Utah, to acquire Newspaper – 11/23/1998 Centennial Bank, National Association, Farmington, New Fed Reg – 11/27/1998 Mexico. * 3(a)(3) Valley Community Bancshares, Inc., Puyallup, Washington, to Newspaper – 11/13/1998 acquire Valley Bank (In Organization), Auburn, Washington. * Fed Reg – 11/27/1998 3(a)(3) Norwest Corporation, Minneapolis, Minnesota, Norwest Newspaper – 11/30/1998 Financial Services, Inc., and Norwest Financial, Inc., both of Fed Reg – 12/03/1998 Des Moines, Iowa, to acquire Dial National Bank, Des Moines, Iowa. * * Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only Ending date of Type Application comment period None Section IV – Applications not subject to Federal Register or newspaper notice Type Application 4(c)(8) Norwest Corporation, Minneapolis, Minnesota, Norwest Mortgage, Inc., and Norwest Ventures, Inc., both of Des Moines, Iowa, to engage in nonbank activities in connection with a joint venture with Semonin Mortgage Service, LLC, which will acquire 50 percent of Service Mortgage Group, LLC, both of Louisville, Kentucky. 4(c)(8) Norwest Corporation, Minneapolis, Minnesota, Norwest Mortgage, Inc., and Norwest Ventures, Inc., both of Des Moines, Iowa, to engage in nonbank activities in connection with a joint venture with HN Mortgage, LLC, Atlanta, Georgia, which will acquire 50 percent of Academy Financial Services, LLC, Alpharetta, Georgia. 4(c)(8) Norwest Corporation, Minneapolis, Minnesota, Norwest Financial Services, Inc., and Norwest Financial, Inc., both of Des Moines, Iowa, to acquire Mid-Penn Consumer Discount Co., Philadelphia, Pennsylvania.

Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. Section V – Availability of CRA public evaluations RSSD Examination CRA CRA Exam type number Institution/Location date public date rating LrgBk SmBk 871769 Farmers & Merchants Bank 6/08/1998 10/27/1998 S X of Long Beach 302 Pine Avenue Long Beach, CA 90802 (562) 437-0011 The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility for errors or omissions.

Section VI – CRA examinations scheduled for Quarter of Institution Location None